How to Check a Romanian Company: Debts, Lawsuits, and Due Diligence

Introduction: Why Checking a Romanian Company Is Not Optional

Romania is one of the most attractive emerging markets in the European Union. EU membership since 2007, full Schengen integration since January 2025, a young and educated workforce, competitive costs, and a growing economy have drawn thousands of foreign entrepreneurs, investors, and multinational companies into the Romanian market. Whether the goal is to acquire a Romanian business, invest in a joint venture, sign a supply contract, buy commercial real estate from a legal entity, or appoint a local distributor, the opportunity is real — but so is the risk.

The risk is not unique to Romania. In any market, doing business with an entity you have not verified means trusting its representations on faith. In Romania, however, several factors make due diligence particularly important. The economy is growing fast, but corporate governance standards vary widely. Company formation is inexpensive and fast — a Romanian SRL (limited liability company) can be registered with as little as 1 RON in share capital — which means the barrier to creating a legal entity is extremely low. Some companies exist on paper but have no real operations. Others carry debts, lawsuits, or insolvency proceedings that are not visible from the outside. A company that looks credible on a website or in a meeting may have unpaid taxes, pending litigation, or a history of ownership changes that would concern any informed investor.

The good news is that Romania offers a remarkably transparent regulatory environment by regional standards. A significant amount of corporate, financial, and legal information is publicly accessible through government registries and judicial databases. The Trade Registry (Oficiul Național al Registrului Comerțului — ONRC), the tax authority (ANAF), the courts portal (portal.just.ro), the insolvency bulletin, and several other databases allow anyone — Romanian or foreign — to verify a company’s existence, ownership, financial health, tax status, litigation history, and insolvency status. The information is there; the challenge for a foreign investor is knowing where to look, what to look for, and how to interpret what you find.

This guide is written for foreign investors, entrepreneurs, buyers, creditors, suppliers, and international companies that are about to do business with a Romanian entity and want to verify what they are getting into before committing. It covers every step of a practical due diligence process — from confirming that the company legally exists through to assessing its reputation and commercial operations — with specific references to the Romanian databases, registries, and procedures that make each check possible.

What Is Company Due Diligence?

Due diligence, in its broadest sense, is the process of investigating and verifying the facts about a company before entering into a transaction or business relationship with it. The term comes from legal practice — the duty to exercise reasonable care — but in a commercial context it means something very specific: before you sign a contract, invest money, buy shares, or extend credit, you check that the company is what it claims to be, that it is financially healthy, that it is not entangled in litigation or insolvency, and that the people behind it are who they say they are.

Due diligence is not a single action. It is a structured process that may include legal verification (confirming the company’s registration, legal status, ownership, and compliance with applicable law), financial verification (reviewing annual financial statements, profitability, debt levels, and cash flow), tax verification (confirming that the company is current on its tax obligations and properly registered for VAT), commercial verification (assessing the company’s market position, client relationships, and operational reality), and reputational verification (checking media coverage, sanction lists, and the background of the company’s directors and beneficial owners).

The depth of due diligence depends on the transaction. A supplier extending 30-day payment terms to a new Romanian customer needs a basic credit and registration check. An investor acquiring 100 percent of the shares in a Romanian company needs a comprehensive legal, financial, tax, and commercial audit that may take weeks and involve lawyers, accountants, and industry specialists. Between these extremes lies a range of proportionate checks that any prudent business should perform before committing to a new relationship.

The critical point is this: due diligence is not a formality and it is not optional. It is the process that separates informed decisions from blind trust. In Romania, where company formation is cheap and fast, where corporate governance standards vary, and where public registries provide real transparency for those who know how to use them, failing to perform due diligence before a significant transaction is not a calculated risk — it is an unforced error.

Why Due Diligence Is Essential Before Doing Business in Romania

The need for due diligence arises in almost every commercial scenario involving a Romanian company. The following situations are the most common — and the most consequential.

Step 1: Verify That the Company Legally Exists

The first and most fundamental check is confirming that the Romanian company you are dealing with is a legally registered, currently active entity. This sounds elementary, but it is surprising how often foreign investors proceed on the basis of a business card, a website, and a conversation without ever verifying that the company actually exists in the Romanian Trade Registry.

The Romanian Trade Registry (Oficiul Național al Registrului Comerțului — ONRC) is the authoritative source for corporate registration data. Every Romanian company — SRL, SA, PFA, branch of a foreign company — is registered with ONRC and assigned a unique registration number (J-number, in the format J[county]/[number]/[year]) and a fiscal identification code (CUI). The ONRC online portal (recom.onrc.ro) allows anyone to search for a company by name, CUI, or registration number and retrieve basic information.

Step 2: Check the Company’s Owners and Management

Knowing who owns and controls a Romanian company is essential for any serious business relationship. The identity of the shareholders, directors, and ultimate beneficial owners (UBOs) tells you who you are actually doing business with, who has decision-making authority, and whether the ownership structure raises any concerns.

The ONRC registration file contains the names of the company’s shareholders (asociați for an SRL, acționari for an SA), the director or directors (administrator), and any authorised representatives. For an SRL, the articles of incorporation (actul constitutiv) list the shareholders, their percentage ownership, and the share capital contributed by each. Changes in ownership and management are recorded as amendments and are available through the ONRC.

• Identify all current shareholders and their percentage ownership. For an SRL with a single shareholder, note that under Romanian law a natural person can be the sole shareholder of only one SRL — if the same individual appears as sole shareholder of multiple SRLs, this may indicate a nominee arrangement or a compliance issue.
• Verify the identity and background of the director (administrator), who has the legal authority to represent the company and sign contracts.
• Review the history of ownership and management changes — frequent changes in shareholders or directors, particularly within a short period, may indicate instability, disputes, or attempts to obscure the company’s true control.

Step 3: Review the Company’s Financial Health

Romania requires companies to file annual financial statements (situații financiare anuale) with the Ministry of Finance. These statements are, to a significant degree, publicly accessible — making Romania more transparent than many other EU jurisdictions in this regard. The financial statements provide the most objective picture of a company’s economic reality: revenue, expenses, profit or loss, assets, liabilities, and equity.

Step 4: Check for Outstanding Debts

A company may appear financially healthy on paper — reasonable revenue, positive equity — and still carry outstanding debts that create serious risk for anyone doing business with it. Debt verification goes beyond the balance sheet to check whether the company has unpaid obligations to the state, to private creditors, or under enforcement proceedings.

• Tax debts. The Romanian tax authority (ANAF — Agenția Națională de Administrare Fiscală) publishes lists of taxpayers with outstanding fiscal obligations. A company that appears on the ANAF debtor list has failed to meet its fiscal obligations — a direct indicator of financial distress and a compliance risk for any counterparty.
• Private debts and enforcement proceedings. Information about enforcement proceedings may be available through the courts portal (portal.just.ro) or through commercial databases. A company with multiple enforcement proceedings is a company that is not paying its obligations.

Step 5: Search for Court Cases and Litigation

Litigation history is one of the most revealing aspects of due diligence, and Romania provides unusually good public access to court records. The national courts portal (portal.just.ro) is a free, publicly accessible database that allows anyone to search for court cases by party name, case number, or court.

• Civil and commercial disputes: breach of contract, unpaid invoices, damages claims. A pattern of commercial disputes, especially as defendant, may indicate a company that does not honour its obligations.
• Labour disputes: claims by current or former employees — wrongful dismissal, unpaid wages, discrimination. Frequent labour disputes may indicate poor management practices or financial difficulty.
• Tax disputes: challenges to ANAF assessments or penalties. Tax litigation may reveal significant potential tax liabilities.
• Insolvency-related proceedings: applications for insolvency, objections to reorganisation plans, challenges by creditors.
• Enforcement proceedings: creditors seeking to enforce judgments or other enforceable titles.

Step 6: Check Insolvency and Bankruptcy Status

Insolvency — the state in which a company cannot pay its debts as they fall due — triggers a formal legal procedure in Romania under the insolvency law (Law 85/2014). An insolvent company may enter reorganisation (attempting to restructure and continue operations) or bankruptcy (liquidation of assets to pay creditors).

The Insolvency Proceedings Bulletin (Buletinul Procedurilor de Insolvență — BPI) is the official publication for all insolvency-related notices in Romania. It records the opening of insolvency proceedings, the appointment of insolvency practitioners, reorganisation plans, objections by creditors, and the final dissolution of insolvent companies. The BPI is publicly accessible online (proceduriinsolventa.ro) and searchable by company name or CUI.

Step 7: Verify Tax and VAT Status

A company’s tax registration and VAT status are directly relevant to any commercial relationship. If you are paying invoices that include Romanian VAT, you need to confirm that the company is a registered VAT payer and that its VAT number is valid.

Step 8: Verify Business Licences and Regulatory Compliance

Many business activities in Romania require specific licences, permits, or authorisations beyond the basic company registration. Examples include financial services, construction, transport, food production, and medical services. The relevant regulatory authority maintains a public register of licensed entities that can be checked online or upon request.

Step 9: Assess the Company’s Reputation

Formal registries and databases provide the hard data of due diligence. Reputational assessment provides the context. A company may be registered, solvent, debt-free, and litigation-free, but still carry reputational risks that would concern a prudent investor or business partner.

• Search for the company and its directors in Romanian and international media. Negative press coverage — fraud allegations, regulatory investigations, consumer complaints — may not appear in any registry but is critically relevant.
• Check the directors and beneficial owners against international sanctions lists (EU, OFAC, UN). Sanctioned individuals or entities are subject to asset freezes and transaction prohibitions.
• Review the company’s online presence — website, social media, client testimonials, industry participation. A company that claims significant operations but has no detectable online footprint may not be what it represents itself to be.
• Seek references from the company’s existing clients, suppliers, or industry peers. A reputable company should be willing to provide references; reluctance to do so is itself a data point.

Step 10: Check the Company’s Commercial Operations

The final step is verifying that the company has real commercial operations — that it is not merely a legal shell or a dormant entity. This is particularly important when dealing with newly formed companies, companies with minimal financial history, or companies offering terms that seem too good to be true.

• A functioning website with real content, contact details, and evidence of ongoing business activity.
• A physical office or premises at the registered address — or at least a verifiable address that is not just a virtual-office registration.
• A telephone number that is answered.
• Employees reported in the financial statements and visible on professional networking platforms.
• Business relationships with identifiable clients and suppliers.
• Participation in industry events, trade associations, or professional bodies.
• A track record of completed projects, delivered products, or provided services that can be independently confirmed.

Red Flags That May Indicate a High-Risk Company

Common Mistakes Foreign Investors Make

• Checking only the registration data. Confirming that a company is registered tells you that it exists in law. It tells you nothing about its financial health, its debts, its litigation, or the people behind it.
• Ignoring the litigation history. Romania’s portal.just.ro is one of the most accessible court-records databases in Europe, yet many foreign investors never use it.
• Not reviewing the financial statements. Financial data is publicly available for Romanian companies. Failing to review at least the last three years of filings before a significant transaction is negligent.
• Ignoring UBO verification. Knowing who ultimately owns and controls the company is fundamental. A layered ownership structure designed to obscure the beneficial owner should raise immediate questions.
• Relying entirely on information provided by the counterparty. If your only source of information about a company is the company itself, you have not performed due diligence.
• Skipping professional legal due diligence for acquisitions. Buying a Romanian company without a Romanian lawyer reviewing the legal documentation is the single most expensive mistake on this list.
• Assuming Romanian standards match those of Western Europe. Romania’s business environment is developing rapidly, but corporate governance practices, financial reporting quality, and regulatory enforcement are not yet at the level of Germany, the Netherlands, or the UK. Calibrate your diligence accordingly.

Practical Due Diligence Checklist

The following checklist summarises the essential verification steps for a foreign company or investor performing due diligence on a Romanian entity. The depth required depends on the transaction, but no check on this list should be skipped entirely for any significant business relationship.

Frequently Asked Questions

Methodology and data note

The procedures, databases, and regulatory references in this guide reflect Romanian law and publicly available government services as of mid-2026. Romania updates its digital registries and regulatory frameworks regularly — verify availability and procedures before relying on any specific source. Exchange-rate conversions use the approximate rate of 1 euro ≈ 5 Romanian lei. This material is for information only and does not constitute legal, tax, or financial advice.